**WHEREAS,**upon the terms and conditions set forth herein, Agent and the undersigned Lenders arewilling to accommodate Borrowers’ requests.               **NOW, THEREFORE**, in consideration of the foregoing and the mutual covenants herein contained,and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereby agree as follows:     1. Defined Terms. Capitalized terms used herein and not otherwise defined hereinshall have the meanings ascribed to them in the Credit Agreement, as amended hereby.     2. Amendments to Credit Agreement.          (a) Schedule 1.1 of the Credit Agreement is hereby amended and modified by amendingand restating or adding (as applicable) the following definitions in the appropriate alphabeticalorder:               “Continuing Director” means (a) any member of the Board of Directors who was adirector (or comparable manager) of Parent on the Closing Date, and (b) any individual who becomesa member of the Board of Directors after the Closing Date if such individual was approved,appointed or nominated for election to the Board of Directors by either (i) the Permitted Holders(other than any trust or estate planning vehicle pursuant to clause (b) or (c) of the definition ofFamily Trust) or (ii) a majority of the Continuing Directors, but excluding any such individualoriginally proposed for election in opposition to the Board of Directors in office at the ClosingDate in an actual or threatened election contest relating to the election of the directors (orcomparable managers) of Parent and whose initial assumption of office resulted from such contest orthe settlement thereof.               “Family Member” has the meaning specified therefor in Schedule P-1.               “Family Trusts” has the meaning specified therefor in Schedule P-1.               “First Amendment” means that certain Amendment Number One to Credit Agreement andWaiver, dated as of November 5, 2009, by and among the Borrowers, Agent, and the Lenders signatorythereto.               “Non-Qualified Family Trust” has the meaning specified therefor in Section5.17 of the Agreement.               “Robert Greenberg Trust Agreement” has the meaning specified therefor in thedefinition of Family Trusts.               “Susan Greenberg Trust Agreement” has the meaning specified therefor in the definitionof Family Trusts.               “Trust Agreements” and “Trust Agreement” have the respective meaningsspecified therefor in the definition of Family Trusts.          (b) Section 5 of the Credit Agreement is hereby amended and modified by adding a newSection 5.17 following Section 5.16 therein as follows:               “5.17 **Trusts**. In the event that any trust or other estate planning vehicle isestablished for the benefit of Robert Greenberg or any Family Member of Robert Greenberg on orafter the date of the First Amendment, which trust or other estate planning vehicle does notconstitute a Family Trust
 

 
solely because Robert Greenberg or a Family Member of Robert Greenberg does not serve as trustee ora similar capacity therefor (a “Non-Qualified Family Trust”), Borrower shall provide Agentwith not less than 5 Business Days prior written notice before (a) the establishment of any suchNon-Qualified Family Trust that, at the time of its creation, will hold 250,000 or more shares ofthe Stock of Parent and (b) the transfer or contribution (whether in one transfer or contributionor a series of related transfers or contributions) of 250,000 or more shares of the Stock of Parentto any such Non-Qualified Family Trust, in each case, together with copies of the applicable trustagreement or estate planning vehicle agreement relating to such Non-Qualified Family Trust.”          (c) Section 8.2 of the Credit Agreement is hereby amended and modified by amending andrestating Section 8.2(a) in its entirety as follows:               “(a) fails to perform or observe any covenant or other agreement contained in any of (i)Sections 3.6, 5.1, 5.2 (other than with respect to any of clauses (a)through (r) of Schedule 5.2), 5.3 (solely if any Borrower is not in good standingin its jurisdiction of organization), 5.6, 5.7 (solely if Borrowers refuse to allowAgent or its representatives or agents to visit Borrowers’ properties, inspect its assets or booksor records, examine and make copies of its books and records, or discuss Borrowers’ affairs,finances, and accounts with officers and employees of Borrowers), 5.10, 5.11,5.14, or 5.17 of this Agreement, (ii) Sections 6.1 through 6.16 ofthis Agreement, (iii) Section 7 of this Agreement, or (iv) Section 6 of the Security Agreement;”          (d) Section 15.1 of the Credit Agreement is hereby amended and modified by amendingand restating the first four sentences appearing therein in their entirety as follows:               “15.1 **Appointment and Authorization of Agent****.**Each Lender hereby designates andappoints WFF as its agent under this Agreement and the other Loan Documents and each Lender herebyirrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalfand to take such other action on its behalf under the provisions of this Agreement and each otherLoan Document and to exercise such powers and perform such duties as are expressly delegated toAgent by the terms of this Agreement or any other Loan Document, together with such powers as arereasonably incidental thereto. Agent agrees to act as agent for and on behalf of the Lenders (andthe Bank Product Providers) on the conditions contained in this Section 15. The provisionsof this Section 15 are solely for the benefit of Agent and the Lenders, and Parent and itsSubsidiaries shall have no rights as a third party beneficiary of any of the provisions containedherein. Any provision to the contrary contained elsewhere in this Agreement or in any other LoanDocument notwithstanding, Agent shall not have any duties or responsibilities, except thoseexpressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed tohave any fiduciary relationship with any Lender (or Bank Product Provider), and no impliedcovenants, functions, responsibilities, duties, obligations or liabilities shall be read into thisAgreement or any other Loan Document or otherwise exist against Agent. Without limiting thegenerality of the foregoing, the use of the term “agent” in this Agreement or the other LoanDocuments with reference to Agent is not intended to connote any fiduciary or other implied (orexpress) obligations arising under agency doctrine of any applicable law. Instead, such term isused merely as a matter of market custom, and is intended to create or reflect only arepresentative relationship between independent contracting parties. Each Lender hereby furtherauthorizes (and by its acceptance of the benefits of the Loan Documents, each Bank Product Providershall be deemed to authorize) Agent to act as the secured party under each of the Loan Documentsthat create a Lien on any item of Collateral.”          (e) Section 15.3 of the Credit Agreement is hereby amended and modified by inserting“(or Bank Product Providers)” after “the Lenders” appearing therein.          (f) Section 15.4 of the Credit Agreement is hereby amended and modified by (1)inserting “(and, if it so elects, the Bank Product Providers)” after the phrase “If Agent sorequests, it shall first be
 

 
indemnified to its reasonable satisfaction by the Lenders” and (b) inserting “(and BankProduct Providers)” after “the Lenders” in the last sentence appearing therein.          (g) Section 15.6 of the Credit Agreement is hereby amended and modified by amendingand restating such section in its entirety as follows:               “15.6 **Credit Decision****.**Each Lender (and Bank Product Provider) acknowledges that noneof the Agent-Related Persons has made any representation or warranty to it, and that no act byAgent hereinafter taken, including any review of the affairs of Parent and its Subsidiaries orAffiliates, shall be deemed to constitute any representation or warranty by any Agent-RelatedPerson to any Lender (or Bank Product Provider). Each Lender represents (and by its acceptance ofthe benefits of the Loan Documents, each Bank Product Provider shall be deemed to represent) toAgent that it has, independently and without reliance upon any Agent-Related Person and based onsuch due diligence, documents and information as it has deemed appropriate, made its own appraisalof and investigation into the business, prospects, operations, property, financial and othercondition and creditworthiness of Borrowers or any other Person party to a Loan Document, and allapplicable bank regulatory laws relating to the transactions contemplated hereby, and made its owndecision to enter into this Agreement and to extend credit to Borrowers. Each Lender alsorepresents (and by its acceptance of the benefits of the Loan Documents, each Bank Product Providershall be deemed to represent) that it will, independently and without reliance upon anyAgent-Related Person and based on such documents and information as it shall deem appropriate atthe time, continue to make its own credit analysis, appraisals and decisions in taking or nottaking action under this Agreement and the other Loan Documents, and to make such investigations asit deems necessary to inform itself as to the business, prospects, operations, property, financialand other condition and creditworthiness of Borrowers or any other Person party to a Loan Document.Except for notices, reports, and other documents expressly herein required to be furnished to theLenders by Agent, Agent shall not have any duty or responsibility to provide any Lender (or BankProduct Provider) with any credit or other information concerning the business, prospects,operations, property, financial and other condition or creditworthiness of Borrowers or any otherPerson party to a Loan Document that may come into the possession of any of the Agent-RelatedPersons. Each Lender acknowledges (and by its acceptance of the benefits of the Loan Documents,each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty orresponsibility, either initially or on a continuing basis (except to the extent, if any, that isexpressly specified herein) to provide such Lender (or Bank Product Provider) with any credit orother information with respect to Borrowers, its Affiliates or any of their respective business,legal, financial or other affairs, and irrespective of whether such information came into Agent’sor its Affiliates’ or representatives’ possession before or after the date on which such Lenderbecame a party to this Agreement (or such Bank Product Provider entered into a Bank ProductAgreement).”          (h) Section 15.7 of the Credit Agreement is hereby amended and modified by inserting“(or Bank Product Providers)” after “Agent is authorized and directed to deduct and retainsufficient amounts from the Collections of Parent and its Subsidiaries received by Agent toreimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amountsto Lenders” appearing therein.          (i) Section 15.8 of the Credit Agreement is hereby amended and modified by amendingand restating such section in its entirety as follows:               “15.8 **Agent in Individual Capacity****.**WFF and its Affiliates may make loans to, issueletters of credit for the account of, accept deposits from, provide Bank Products to, acquireequity interests in, and generally engage in any kind of banking, trust, financial advisory,underwriting, or other business with Parent and its Subsidiaries and Affiliates and any otherPerson party to any Loan Document as though WFF were not Agent hereunder, and, in each case,without notice to or consent of the other members of the Lender Group. The other members of theLender Group acknowledge (and by its acceptance of the benefits of the Loan Documents, each BankProduct Provider shall be deemed to acknowledge) that, pursuant to such activities, WFF or itsAffiliates may receive information regarding Parent or its Affiliates or any other Person
 

 
party to any Loan Documents that is subject to confidentiality obligations in favor of Parent orsuch other Person and that prohibit the disclosure of such information to the Lenders (or BankProduct Providers), and the Lenders acknowledge (and by its acceptance of the benefits of the LoanDocuments, each Bank Product Provider shall be deemed to acknowledge) that, in such circumstances(and in the absence of a waiver of such confidentiality obligations, which waiver Agent will useits reasonable best efforts to obtain), Agent shall not be under any obligation to provide suchinformation to them. The terms “Lender” and “Lenders” include WFF in its individual capacity.”          (j) Section 15.9 of the Credit Agreement is hereby amended and modified by amendingand restating the first three sentences appearing therein in their entirety as follows:               “15.9 **Successor Agent****.**Agent may resign as Agent upon 30 days prior written notice tothe Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless suchnotice is waived by Borrowers) and without any notice to the Bank Product Providers. If Agentresigns under this Agreement, the Required Lenders shall be entitled to, with (so long as no Eventof Default has occurred and is continuing) the consent of Borrowers (such consent not to beunreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and theBank Product Providers). If, at the time that Agent’s resignation is effective, it is acting as anIssuing Lender or the Swing Lender, such resignation shall also operate to effectuate itsresignation as an Issuing Lender or the Swing Lender, as applicable, and it shall automatically berelieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer toissue Letters of Credit, or to make Swing Loans.”          (k) Section 15.10 of the Credit Agreement is hereby amended and modified by amendingand restating clause (a) of such section in its entirety as follows:               “(a) Any Lender and its respective Affiliates may make loans to, issue letters of credit forthe account of, accept deposits from, provide Bank Products to, acquire equity interests in andgenerally engage in any kind of banking, trust, financial advisory, underwriting, or other businesswith Parent and its Subsidiaries and Affiliates and any other Person party to any Loan Documents asthough such Lender were not a Lender hereunder without notice to or consent of the other members ofthe Lender Group (or the Bank Product Providers). The other members of the Lender Groupacknowledge (and by its acceptance of the benefits of the Loan Documents, each Bank ProductProvider shall be deemed to acknowledge) that, pursuant to such activities, such Lender and itsrespective Affiliates may receive information regarding Parent or its Affiliates or any otherPerson party to any Loan Documents that is subject to confidentiality obligations in favor ofParent or such other Person and that prohibit the disclosure of such information to the Lenders,and the Lenders acknowledge (and by its acceptance of the benefits of the Loan Documents, each BankProduct Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence ofa waiver of such confidentiality obligations, which waiver such Lender will use its reasonable bestefforts to obtain), such Lender shall not be under any obligation to provide such information tothem.”          (l) Section 15.11 of the Credit Agreement is hereby amended and modified by amendingand restating such section in its entirety as follows:               “15.11 **Collateral Matters****.**                    (a) The Lenders hereby irrevocably authorize (and by its acceptance of the benefits of theLoan Documents, each Bank Product Provider shall be deemed to authorize) Agent to release any Lienon any Collateral or otherwise consent to the disposition thereof free of the Lien created by theLoan Documents (i) upon the termination of the Commitments and payment and satisfaction in full byBorrowers of all Obligations, (ii) constituting property being sold or disposed of if a release isrequired or desirable in connection therewith and if Borrowers certify to Agent that the sale ordisposition is
 

 
permitted under Section 6.4 or the other Loan Documents (and Agent may rely conclusively onany such certificate, without further inquiry), (iii) constituting property in which Parent or itsSubsidiaries owned no interest at the time Agent’s Lien was granted nor at any time thereafter, or(iv) constituting property leased to Parent or its Subsidiaries under a lease that has expired oris terminated in a transaction permitted under this Agreement. The Lenders hereby irrevocablyauthorize (and by its acceptance of the benefits of the Loan Documents, each Bank Product Providershall be deemed to authorize) Agent, based upon the instruction of the Required Lenders, to creditbid and purchase (either directly or through one or more acquisition vehicles) all or any portionof the Collateral at any sale thereof conducted by Agent under the provisions of the Code,including pursuant to Sections 9-610 or 9-620 of the Code, any sale thereof conducted under theprovisions of the Bankruptcy Code, including Section 363 of the Bankruptcy Code, or at any othersale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance withapplicable law. Except as provided above, Agent will not execute and deliver a release of any Lienon any Collateral without the prior written authorization of (y) if the release is of Collateralhaving an aggregate book value in excess of $75,000,000 during any calendar year, all of theLenders (without requiring the authorization of the Bank Product Providers), or (z) otherwise, theRequired Lenders (without requiring the authorization of the Bank Product Providers);provided, however, that nothing in clause (y) of this sentence shall be deemedto restrict or limit the enforcement rights or remedies of Agent with respect to the Collateralunder this Agreement or any other Loan Document that arise as a result of an Event of Default.Upon request by Agent or Borrowers at any time, the Lenders will (and if so requested, the BankProduct Providers will) confirm in writing Agent’s authority to release any such Liens onparticular types or items of Collateral pursuant to this Section 15.11; provided,however, that (1) Agent shall not be required to execute any document necessary to evidencesuch release on terms that, in Agent’s opinion, would expose Agent to liability or create anyobligation or entail any consequence other than the release of such Lien without recourse,representation, or warranty, and (2) such release shall not in any manner discharge, affect, orimpair the Obligations or any Liens (other than those expressly being released) upon (orobligations of Borrowers in respect of) all interests retained by Borrowers, including, theproceeds of any sale, all of which shall continue to constitute part of the Collateral. TheLenders further hereby irrevocably authorize (and by its acceptance of the benefits of the LoanDocuments, each Bank Product Provider shall be deemed to authorize) Agent, at its option and in itssole discretion, to subordinate any Lien granted to or held by Agent under any Loan Document to theholder of any Permitted Lien on such property if such Permitted Lien secures Permitted PurchaseMoney Indebtedness.                    (b) Agent shall have no obligation whatsoever to any of the Lenders (or the Bank ProductProviders) to assure that the Collateral exists or is owned by Parent or its Subsidiaries or iscared for, protected, or insured or has been encumbered, or that Agent’s Liens have been properlyor sufficiently or lawfully created, perfected, protected, or enforced or are entitled to anyparticular priority, or to exercise at all or in any particular manner or under any duty of care,disclosure or fidelity, or to continue exercising, any of the rights, authorities and powersgranted or available to Agent pursuant to any of the Loan Documents, it being understood and agreedthat in respect of the Collateral, or any act, omission, or event related thereto, subject to theterms and conditions contained herein, Agent may act in any manner it may deem appropriate, in itssole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lendersand that Agent shall have no other duty or liability whatsoever to any Lender (or Bank ProductProvider) as to any of the foregoing, except as otherwise provided herein.”          (m) Section 15.13 of the Credit Agreement is hereby amended and modified by amendingand restating such section in its entirety as follows:               “15.13 **Agency for Perfection****.**Agent hereby appoints each other Lender (and each BankProduct Provider) as its agent (and each Lender hereby accepts (and by its acceptance of thebenefits of the Loan Documents, each Bank Product Provider shall be deemed to accept) suchappointment) for the purpose of
 

 
perfecting Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable,of the Code can be perfected by possession or control. Should any Lender obtain possession orcontrol of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’srequest therefor shall deliver possession or control of such Collateral to Agent or in accordancewith Agent’s instructions.”          (n) Section 15.14 of the Credit Agreement is hereby amended and modified by inserting“(or Bank Product Providers)” after “the Lenders” appearing therein:          (o) Section 15.15 of the Credit Agreement is hereby amended and modified by amendingand restating such section in its entirety as follows:               “15.15 **Concerning the Collateral and Related Loan Documents****.**Each member of theLender Group authorizes and directs Agent to enter into this Agreement and the other LoanDocuments. Each member of the Lender Group agrees (and by its acceptance of the benefits of theLoan Documents, each Bank Product Provider shall be deemed to agree) that any action taken by Agentin accordance with the terms of this Agreement or the other Loan Documents relating to theCollateral and the exercise by Agent of its powers set forth therein or herein, together with suchother powers that are reasonably incidental thereto, shall be binding upon all of the Lenders (andsuch Bank Product Provider).”          (p) Schedule P-1 to the Credit Agreement is hereby amended in its entirety andreplaced with Schedule P-1 attached hereto as Exhibit B.     3. Waiver of Designated Event of Default. Anything in the Credit Agreement to thecontrary notwithstanding, and subject to the satisfaction or waiver of the conditions precedent setforth in Section 4 hereof, Agent and Lenders hereby (i) waive the Designated Event ofDefault; provided, however, nothing herein, nor any communications among Parent,any Borrower, any Guarantor, Agent, or any Lender, shall be deemed a waiver with respect to anyEvents of Default, other than the Designated Event of Default, or any future failure of Parent, anyBorrower or any Guarantor to comply fully with any provision of the Credit Agreement or anyprovision of any other Loan Document, and in no event shall this waiver be deemed to be a waiver ofenforcement of any of Agent’s or Lenders’ rights or remedies under the Credit Agreement and theother Loan Documents, at law (including under the Code), in equity, or otherwise including, withoutlimitation, the right to declare all Obligations immediately due and payable pursuant toSection 9.1 of the Credit Agreement, with respect to any other Defaults or Events ofDefault now existing or hereafter arising. Except as expressly provided herein, Agent and eachLender hereby reserves and preserves all of its rights and remedies against Parent, any Borrowerand any Guarantor under the Credit Agreement and the other Loan Documents, at law (including underthe Code), in equity, or otherwise including, without limitation, the right to declare allObligations immediately due and payable pursuant to Section 9.1 of the Credit Agreement.     4. Conditions Precedent to Amendment. The satisfaction or waiver of each of thefollowing shall constitute conditions precedent to the effectiveness of this Amendment:          (a) Agent shall have received this Amendment, duly executed by the parties hereto, and thesame shall be in full force and effect.          (b) Agent shall have received the reaffirmation and consent of each Guarantor attached heretoas Exhibit A, duly executed and delivered by an authorized official of each Guarantor.          (c) Agent shall have received copies of The Robert Y. Greenberg 2009 Annuity Trust, executedon September 14, 2009, by and among Robert Y. Greenberg, as the settler, and Gil N. Schwartzberg,as the trustee, and The M. Susan Greenberg 2009 Annuity Trust, executed on September 14, 2009, byand among M.
 

 
Susan Greenberg, as the settler, and Gil N. Schwartzberg, as the trustee, and any otherdocuments executed in connection therewith, duly executed and delivered by each party thereto, asin effect on November 5, 2009, which documents shall be in full force and effect and shall in theforms attached as Exhibit C hereto.          (d) After giving effect to this Amendment, the representations and warranties herein and inthe Credit Agreement and the other Loan Documents shall be true and correct in all materialrespects (except that such materiality qualifier shall not be applicable to any representations andwarranties that already are qualified or modified by materiality in the text thereof) on and as ofthe date hereof, as though made on such date (except to the extent that such representations andwarranties relate solely to an earlier date).          (e) No injunction, writ, restraining order, or other order of any nature prohibiting, directlyor indirectly, the consummation of the transactions contemplated herein shall have been issued andremain in force by any Governmental Authority against any Borrower, any Guarantor, Agent, or anyLender.          (f) After giving effect to this Amendment, no Default or Event of Default shall have occurredand be continuing or shall result from the consummation of the transactions contemplated herein.     5. Representations and Warranties. Each of Parent and each Borrower hereby representsand warrants to Agent and the Lenders as follows:          (a) It (i) is duly organized and existing and in good standing under the laws of thejurisdiction of its organization, (ii) is qualified to do business in any state where the failureto be so qualified reasonably could be expected to result in a Material Adverse Change, and (iii)has all requisite power and authority to own and operate its properties, to carry on its businessin all material respects as now conducted and as proposed to be conducted, to enter into the LoanDocuments to which it is a party and to carry out the transactions contemplated thereby.          (b) The execution, delivery, and performance by it of this Amendment and the performance by itof each Loan Document to which it is or will be a party (i) have been duly authorized by allnecessary action on the part of such Borrower or Parent, as the case may be and (ii) do not andwill not (A) violate any material provision of federal, state or local law or regulation applicableto it or its Subsidiaries, the Governing Documents of it or its Subsidiaries, or any order,judgment or decree of any court or other Governmental Authority binding on it or its Subsidiaries,(B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both)a default under any Material Contract of it or its Subsidiaries, except to the extent that any suchconflict, breach or default could not individually or in the aggregate reasonably be expected tohave a Material Adverse Change, (C) result in or require the creation or imposition of any Lien ofany nature whatsoever upon any assets of any Borrower or any Guarantor, other than Permitted Liens,or (D) require any approval of any Borrower’s or any Guarantor’s interestholders or any approval orconsent of any Person under any Material Contract of any Borrower or any Guarantor, other thanconsents or approvals that have been obtained and that are still in force and effect and except, inthe case of Material Contracts, for consents or approvals, the failure to obtain could notindividually or in the aggregate reasonably be expected to cause a Material Adverse Change.          (c) No registration with, consent, or approval of, or notice to, or other action by, anyGovernmental Authority, other than registrations, consents approvals, notices, or other actionsthat have been obtained and that are still in force and effect and except for filings andrecordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing orrecordation, as of the Closing Date, is
 

 
required in connection with the due execution, delivery and performance by it of thisAmendment or any other Loan Document to which it is or will be a party.          (d) This Amendment is, and each other Loan Document to which it is or will be a party, whenexecuted and delivered by each Loan Party that is a party thereto, will be the legally valid andbinding obligation of such Loan Party, enforceable against such Loan Party in accordance with itsrespective terms, except as enforcement may be limited by equitable principles or by bankruptcy,insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rightsgenerally.          (e) No injunction, writ, restraining order, or other order of any nature prohibiting, directlyor indirectly, the consummation of the transactions contemplated herein has been issued and remainsin force by any Governmental Authority against any Borrower, any Guarantor, or any member of theLender Group.          (f) No Default or Event of Default has occurred and is continuing as of the date of theeffectiveness of this Amendment, and no condition exists which constitutes a Default or an Event ofDefault.          (g) The representations and warranties set forth in this Amendment, the Credit Agreement, asamended by this Amendment and after giving effect hereto, and the other Loan Documents to which itis a party are true, correct, and complete in all material respects (except that such materialityqualifier shall not be applicable to any representations and warranties that already are qualifiedor modified by materiality in the text thereof) on and as of the date hereof, as though made onsuch date (except to the extent that such representations and warranties relate solely to anearlier date).          (h) This Amendment has been entered into without force or duress, of the free will of each ofParent and each Borrower, and the decision of each of Parent and each Borrower to enter into thisAmendment is a fully informed decision and such Person is aware of all legal and otherramifications of each decision.          (i) It has read and understands this Amendment, has consulted with and been represented byindependent legal counsel of its own choosing in negotiations for and the preparation of thisAmendment, has read this Amendment in full and final form, and has been advised by its counsel ofits rights and obligations hereunder and thereunder.     6. Release by Each Borrower and Each Guarantor.          (a) Effective on the date hereof, each Borrower and each Guarantor, for itself and on behalfof its successors and assigns, and any Person acting for or on behalf of, or claiming through it,hereby waives, releases, remises and forever discharges Agent and each Lender, each of theirrespective Affiliates, and each of their respective successors in title, past, present and futureofficers, directors, employees, limited partners, general partners, investors, attorneys, assigns,subsidiaries, shareholders, trustees, agents and other professionals and all other persons andentities to whom any member of the Lenders would be liable if such persons or entities were foundto be liable to such Borrower or such Guarantor (each a “Releasee” and collectively, the“Releasees”), from any and all past, present and future claims (provided that, futureclaims are hereby waived, released, remised and forever discharged solely to the extent such futureclaims relate, directly or indirectly, to acts or omissions that occurred on or prior to the dateof this Amendment), suits, liens, lawsuits, adverse consequences, amounts paid in settlement,debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causesof action, damages, losses, costs and expenses of any kind or character, whether based in equity,law, contract, tort, implied or express warranty, strict liability, criminal or civil statute orcommon law (each a “Claim” and
 

 
collectively, the “Claims”), whether known or unknown, fixed or contingent, direct,indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, pastor present, liquidated or unliquidated, suspected or unsuspected, which such Borrower or suchGuarantor ever had from the beginning of the world, now has, or might hereafter (provided, that,claims that might arise hereafter are hereby waived, released, remised and forever dischargedsolely to the extent such claims relate, directly or indirectly, to acts or omissions that occurredon or prior to the date of this Amendment) have against any such Releasee which relates, directlyor indirectly, to any acts or omissions of any such Releasee that occurred on or prior to the dateof this Amendment, which relate directly or indirectly, to the Credit Agreement, any other LoanDocument, or to the lender-borrower relationship evidenced by the Loan Documents. As to each andevery Claim released hereunder, each Borrower and each Guarantor hereby represents that it hasreceived the advice of legal counsel with regard to the releases contained herein, and having beenso advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code ofCalifornia which provides as follows:               “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TOEXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”               As to each and every Claim released hereunder, each Borrower and each Guarantor also waivesthe benefit of each other similar provision of applicable federal or state law (including withoutlimitation the laws of the state of New York), if any, pertaining to general releases after havingbeen advised by its legal counsel with respect thereto.               Each Borrower and each Guarantor acknowledges that it may hereafter discover facts differentfrom or in addition to those now known or believed to be true with respect to such claims, demands,or causes of action and agrees that this instrument shall be and remain effective in all respectsnotwithstanding any such differences or additional facts. Each Borrower and each Guarantorunderstands, acknowledges and agrees that the release set forth above may be pleaded as a full andcomplete defense and may be used as a basis for an injunction against any action, suit or otherproceeding which may be instituted, prosecuted or attempted in breach of the provisions of suchrelease.          (b) Each Borrower and each Guarantor, for itself and on behalf of its successors and assigns,and any Person acting for or on behalf of, or claiming through it, hereby absolutely,unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above thatit will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on thebasis of any claim released, remised and discharged by such Person pursuant to the above release.Each Borrower and each Guarantor further agrees that it shall not dispute the validity orenforceability of the Credit Agreement or any of the other Loan Documents or any of its obligationsthereunder, or the validity, priority, enforceability or the extent of Agent’s Lien on any item ofCollateral under the Credit Agreement or the other Loan Documents. If each Borrower and eachGuarantor or any of its respective successors, assigns, or officers, directors, employees, agentsor attorneys, or any Person acting for or on behalf of, or claiming through it violate theforegoing covenant, such Person, for itself and its successors, assigns and legal representatives,agrees to pay, in addition to such other damages as any Releasee may sustain as a result of suchviolation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.     7. Choice of Law. THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION,AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISINGHEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK.
 

 
THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AMENDMENT SHALLBE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERALCOURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, HOWEVER,THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, ATAGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERESUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH PARTY HERETO WAIVES, TO THE EXTENT PERMITTEDUNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUMNONCONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITHTHIS SECTION 7.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVERIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THETRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS,AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT EACH HAS REVIEWEDTHIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATIONWITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AMENDMENT MAY BE FILED AS A WRITTENCONSENT TO A TRIAL BY THE COURT.     8. Amendments. This Amendment cannot be altered, amended, changed or modified in anyrespect or particular unless each such alteration, amendment, change or modification is made inaccordance with the terms and provisions of Section 14.1 of the Credit Agreement.     9. Counterpart Execution. This Amendment may be executed in any number ofcounterparts, all of which when taken together shall constitute one and the same instrument, andany of the parties hereto may execute this Amendment by signing any such counterpart. Delivery ofan executed counterpart of this Amendment by telefacsimile or electronic mail shall be equally aseffective as delivery of an original executed counterpart of this Amendment. Any party deliveringan executed counterpart of this Amendment by telefacsimile or electronic mail also shall deliver anoriginal executed counterpart of this Amendment, but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability, and binding effect of this Amendment.     10. Expenses. Each Borrower shall pay to the Agent and the Lenders all costs, allout-of-pocket expenses, and all fees and charges of every kind in connection with the preparation,negotiation, execution and delivery of this Amendment any documents and instruments relatingthereto. In addition thereto, each Borrower agrees to reimburse Agent and the Lenders on demandfor its costs arising out of this Amendment and all documents or instruments relating hereto (whichcosts may include the reasonable fees and expenses of any attorneys retained by Agent or anyLender).     11. Effect on Loan Documents.               (a) The Credit Agreement, as amended hereby, and each of the other Loan Documents shall be andremain in full force and effect in accordance with their respective terms and hereby are ratifiedand confirmed in all respects. The execution, delivery, and performance of this Amendment shallnot operate, except as expressly set forth herein, as a modification or waiver of any right, power,or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. Thewaivers, consents and modifications herein are limited to the specifics hereof (including facts oroccurrences on which the same are based), shall not apply with respect to any facts or occurrencesother than those on which the same are
 

 
based, shall not excuse any non-compliance with the Loan Documents (except as expressly statedherein), and shall not operate as a consent to any matter under the Loan Documents. Except for theamendments to the Credit Agreement expressly set forth herein, the Credit Agreement and other LoanDocuments shall remain unchanged and in full force and effect. The execution, delivery andperformance of this Amendment shall not operate as a waiver (except as expressly stated herein) ofor, except as expressly set forth herein, as an amendment of, any right, power or remedy of theLenders in effect prior to the date hereof. The amendments and waivers set forth herein arelimited to the specifics hereof, shall not apply with respect to any facts or occurrences otherthan those on which the same are based, and except as expressly set forth herein, shall neitherexcuse any future non-compliance with the Credit Agreement, nor operate as a waiver of any Defaultor Event of Default (other than the Designated Event of Default). To the extent any terms orprovisions of this Amendment conflict with those of the Credit Agreement or other Loan Documents,the terms and provisions of this Amendment shall control.          (b) Upon and after the effectiveness of this Amendment, each reference in the Credit Agreementto “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to theCredit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”,“thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shallmean and be a reference to the Credit Agreement as modified and amended hereby.          (c) To the extent that any terms and conditions in any of the Loan Documents shall contradictor be in conflict with any terms or conditions of the Credit Agreement, after giving effect to thisAmendment, such terms and conditions are hereby deemed modified or amended accordingly to reflectthe terms and conditions of the Credit Agreement as modified or amended hereby.          (d) This Amendment is a Loan Document.          (e) Unless the context of this Amendment clearly requires otherwise, references to the pluralinclude the singular, references to the singular include the plural, the terms “includes” and“including” are not limiting, and the term “or” has, except where otherwise indicated, theinclusive meaning represented by the phrase “and/or”.     12. Entire Agreement. This Amendment, and terms and provisions hereof, the CreditAgreement and the other Loan Documents constitute the entire understanding and agreement betweenthe parties hereto with respect to the subject matter hereof and supersedes any and all prior orcontemporaneous amendments or understandings with respect to the subject matter hereof, whetherexpress or implied, oral or written.     13. Integration. This Amendment, together with the other Loan Documents, incorporatesall negotiations of the parties hereto with respect to the subject matter hereof and is the finalexpression and agreement of the parties hereto with respect to the subject matter hereof.     14. Reaffirmation of Obligations. Each of Parent and each Borrower hereby reaffirmsits obligations under each Loan Document to which it is a party. Each of Parent and each Borrowerhereby further ratifies and reaffirms the validity and enforceability of all of the liens andsecurity interests heretofore granted, pursuant to and in connection with the Security Agreement orany other Loan Document to Agent, on behalf and for the benefit of the Lender Group and BankProduct Providers, as collateral security for the obligations under the Loan Documents inaccordance with their respective terms, and acknowledges that all of such liens and securityinterests, and all collateral heretofore pledged as security for such obligations, continues to beand remain Collateral for such obligations from and after the date hereof.
 

 
     15. Ratification. Each of Parent and each Borrower hereby restates, ratifies andreaffirms each and every term and condition set forth in the Credit Agreement and the LoanDocuments effective as of the date hereof and as amended hereby.     16. Severability. In case any provision in this Amendment shall be invalid, illegalor unenforceable, such provision shall be severable from the remainder of this Amendment and thevalidity, legality and enforceability of the remaining provisions shall not in any way be affectedor impaired thereby.[signature pages follow]
 

 
     IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first abovewritten.      **SKECHERS U.S.A., INC.**,